-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PBeJqr45Gv1DZtO4ugpmAydKOF5vE3yqRPckR9YoPikHNHPvp8ol9Xhx6R628cxX ZnvXYHW/nhn+TGRMe4Jgjg== 0001047469-98-038687.txt : 19981102 0001047469-98-038687.hdr.sgml : 19981102 ACCESSION NUMBER: 0001047469-98-038687 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981030 SROS: NYSE GROUP MEMBERS: CITIGROUP INC GROUP MEMBERS: SALOMON BROTHERS HOLDING COMPANY INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TOWER AUTOMOTIVE INC CENTRAL INDEX KEY: 0000925548 STANDARD INDUSTRIAL CLASSIFICATION: METAL FORGING & STAMPINGS [3460] IRS NUMBER: 411746238 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-45347 FILM NUMBER: 98733559 BUSINESS ADDRESS: STREET 1: 4508 IDS CENTER CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 6123422310 MAIL ADDRESS: STREET 1: 4508 IDS CENTER CITY: MINNEAPOLIS STATE: MN ZIP: 55402 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CITIGROUP INC CENTRAL INDEX KEY: 0000831001 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 521568099 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 399 PARK AVENUE STREET 2: LEGAL DEPT 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10043- BUSINESS PHONE: 2128168000 MAIL ADDRESS: STREET 1: 388 GREENWICH ST STREET 2: LEGAL DEPT 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10013 FORMER COMPANY: FORMER CONFORMED NAME: TRAVELERS GROUP INC DATE OF NAME CHANGE: 19950519 FORMER COMPANY: FORMER CONFORMED NAME: TRAVELERS INC DATE OF NAME CHANGE: 19940103 FORMER COMPANY: FORMER CONFORMED NAME: PRIMERICA CORP /NEW/ DATE OF NAME CHANGE: 19920703 SC 13D/A 1 SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* --------------------- Tower Automotive, Inc. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 891707101 (CUSIP Number) Stephanie B. Mudick General Counsel - Corporate Law Citigroup Inc. 399 Park Avenue New York, New York 10043 (212) 559-1000 (Name, address and telephone number of person authorized to receive notices and communications) October 8, 1998 (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. - ---------------------- * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - -------------------- ------------------ CUSIP NO. 891707101 PAGE 2 OF 16 PAGES - -------------------- ------------------ - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Citigroup Inc., 52-1568099 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF ------------------------------------------------------- SHARES 8 SHARED VOTING POWER 4,341,975 BENEFICIALLY OWNED BY ------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 4,341,975 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,341,975 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC - -------------------------------------------------------------------------------- - -------------------- ------------------ CUSIP NO. 891707101 PAGE 3 OF 16 PAGES - -------------------- ------------------ - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Salomon Brothers Holding Company Inc, 13-3082695 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [X] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF ------------------------------------------------------- SHARES 8 SHARED VOTING POWER 3,105,332 BENEFICIALLY OWNED BY ------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,105,332 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,105,332 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO - -------------------------------------------------------------------------------- This Amendment No. 1 to the statement on Schedule 13D, dated September 10, 1998 (the "Schedule 13D"), of Citigroup Inc. (formerly Travelers Group Inc.) is being filed with respect to the Common Stock, par value $.01 per share (the "Common Stock"), of Tower Automotive, Inc., a Delaware corporation (the "Issuer"). Item 2. IDENTITY AND BACKGROUND. (a), (b), (c) and (f) This item as set forth in the Schedule 13D is deleted and the following is inserted in its place: "This statement on Schedule 13D is being filed by Salomon Brothers Holding Company Inc, a Delaware corporation ("SBHC"), and Citigroup Inc., a Delaware corporation ("Citigroup"). All of the Common Stock reported herein is directly beneficially owned by subsidiaries of SBHC or by other subsidiaries of Citigroup. SBHC is a wholly owned subsidiary of Salomon Smith Barney Holdings Inc. (formerly Salomon Inc), a Delaware corporation ("SSBH"), which is a wholly owned subsidiary of Citigroup. The principal executive offices of SBHC and SSBH are located, and the principal business is conducted, at 388 Greenwich Street, New York, New York 10013. The principal executive offices of Citigroup are located, and the principal business is conducted, at 399 Park Avenue, New York, New York 10043. The principal business of SBHC is dealing in swaps and certain over-the-counter instruments, lending and holding certain investments. SBHC owns all of the outstanding shares of common stock of Salomon Smith Barney Inc., a registered broker-dealer. SSBH engages in no direct activities. Citigroup businesses produce a broad range of financial services -- asset management, banking and consumer finance, credit and charge cards, insurance, investments, investment banking and trading -- and use diverse channels to make them available to consumer and corporate customers around the world. Among these businesses are Citibank, Commercial Credit, Primerica Financial Services, Salomon Smith Barney, SSBC Asset Management, Travelers Life & Annuity and Travelers Property Casualty. The names, citizenship, business addresses and principal occupations or employment of each of the executive officers and directors of Citigroup and SBHC are set forth in Annexes A and B, which are incorporated herein by reference." (d) and (e) The last paragraph of this item as set forth in the Schedule 13D is deleted and the following is inserted in its place: "Except as set forth or incorporated by reference herein, during the last five years, none of Citigroup, SSBH or SBHC or, to the best knowledge of Citigroup, any of the persons listed in Annexes A or B hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to any material judgment, decree or final order enjoining future violations of, or prohibiting or PAGE 4 OF 16 PAGES mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws." Item 4. PURPOSE OF TRANSACTION. The following is inserted after the final paragraph of the item as set forth in the Schedule 13D: "Pursuant to an Agreement and Plan of Merger, dated as of April 5, 1998, between Travelers Group Inc. and Citicorp, as modified, on October 8, 1998, Citicorp merged with and into Citi Merger Sub Inc. (the "Subsidiary"), a wholly owned subsidiary of Travelers Group Inc. (the "Merger"). In connection with the Merger, the Subsidiary, which continued as the surviving corporation in the Merger, changed its name to Citicorp and Travelers Group Inc. changed its name to Citigroup Inc. As a result of the Merger, Citigroup may be deemed to be the ultimate beneficial owner of all of the Shares of Common Stock beneficially owned by Citicorp and its subsidiaries, which are included in the shares of Common Stock reported in this Amendment No. 1. Also as a result of the Merger, on October 8, 1998, the composition of the Citigroup Board of Directors changed." Item 5. INTEREST IN SECURITIES OF THE ISSUER. (a) and (b) This item as set forth in the Schedule 13D is deleted and the following is inserted in its place: "By reason of their relationship, Citigroup, SSBH and SBHC may be deemed to share voting and dispositive power with respect to Common Stock and Convertible Securities of the Issuer directly beneficially owned by subsidiaries of SBHC and other subsidiaries of Citigroup and may be deemed to have an indirect beneficial ownership in such shares. As of October 8, 1998, Citigroup may be deemed to beneficially own 4,341,975 shares of Common Stock, which includes 1,322,960 shares of Common Stock issuable upon conversion of certain convertible bonds and convertible preferred stock (collectively, the "Convertible Securities"). 4,341,975 shares of Common Stock represents 9.1% of the outstanding Common Stock (based on 47,543,112 shares of Common Stock outstanding, which includes 46,220,152 shares of Common Stock outstanding, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998, and 1,322,961 shares of Common Stock issuable upon conversion of the Convertible Securities). Of the 4,371,975 shares of Common Stock beneficially owned by Citigroup, SSBH may be deemed to beneficially own 3,287,987 shares, which includes 1,012,876 shares issuable upon conversion of Convertible Securities. 3,287,987 shares of Common Stock represents 7.0% of the outstanding Common Stock (based on 47,233,028 shares of Common Stock outstanding, which includes 46,220,152 shares of Common Stock outstanding and 1,012,876 shares of Common Stock issuable upon conversion of Convertible Securities). Of the 3,287,987 shares of Common Stock beneficially owned by SSBH, SBHC may be deemed to beneficially own 3,105,332 shares, which includes 1,009,620 shares issuable upon conversion of Convertible Securities. 3,105,332 shares of PAGE 5 OF 16 PAGES Common Stock represents 6.6% of the outstanding Common Stock (based on 47,229,772 shares of Common Stock outstanding, which includes 46,220,152 shares of Common Stock outstanding and 1,009,620 shares of Common Stock issuable upon conversion of Convertible Securities). Except as set forth or incorporated by reference herein, none of Citigroup, SSBH or SBHC or, to the best knowledge of Citigroup, the persons listed in Annexes A or B hereto beneficially owned any Common Stock or Convertible Securities as of October 8, 1998." (c) This item as set forth in the Schedule 13D is deleted and the following is inserted in its place: "The dates, number of shares and prices per share for all purchases and sales of shares of Common Stock and Convertible Securities by subsidiaries of SBHC and other subsidiaries of Citigroup from August 7, 1998 through October 8, 1998 are shown on Annex C hereto, which is incorporated herein by reference. Annex C does not include purchases and sales made for third party accounts or mutual funds. All such purchases and sales of Common Stock and Convertible Securities were effected on a national securities exchange." PAGE 6 OF 16 PAGES ANNEXES ------- A. Executive Officers and Directors of Citigroup Inc. B. Executive Officers and Directors of Salomon Brothers Holding Company Inc ("SBHC"). C. Description of Purchases and Sales of Common Stock and Convertible Securities by subsidiaries of SBHC and other subsidiaries of Citigroup from August 7, 1998 through October 8, 1998. D. Agreement among Citigroup and SBHC as to joint filing of Schedule 13D. PAGE 7 OF 16 PAGES SIGNATURE --------- After reasonable inquiry and to the best of its knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. October 26, 1998 CITIGROUP INC. By: /s/ Stephanie B. Mudick ------------------------------- Name: Stephanie B. Mudick Title: Assistant Secretary SALOMON BROTHERS HOLDING COMPANY INC By: /s/ Stephanie B. Mudick ------------------------------- Name: Stephanie B. Mudick Title: Assistant Secretary PAGE 8 OF 16 PAGES October 20, 1998 ANNEX A EXECUTIVE OFFICERS AND DIRECTORS OF ----------------------------------- CITIGROUP INC. -------------- NAME, TITLE AND CITIZENSHIP PRINCIPAL OCCUPATION AND BUSINESS ADDRESS - --------------------------- ----------------------------------------- C. Michael Armstrong Chairman & Chief Executive Officer Director (USA) AT&T Corp. 295 North Maple Avenue Basking Ridge, New Jersey 07920 Judith Arron Executive Director Director (USA) Carnegie Hall Corporation 881 Seventh Avenue New York, New York 10019 Alain J.P. Belda President & Chief Operating Officer Director (Brazil) Aluminum Company of America (Alcoa) 201 Isabella Street, Room 6J12 Pittsburgh, Pennsylvania 15212-5858 Kenneth J. Bialkin Partner Director (USA) Skadden, Arps, Slate, Meagher & Flom LLP 919 Third Avenue New York, New York 10022 Kenneth T. Derr Chairman & Chief Executive Officer Director (USA) Chevron Corporation 575 Market Street San Francisco, California 94105 John M. Deutch Institute Professor Director (USA) Massachusetts Institute of Technology 77 Massachusetts Avenue, Room 6-208 Cambridge, Massachusetts 02139 Ann Dibble Jordan Consultant & Former Director of Social Services, Director (USA) University of Chicago Medical Center 2904 Benton Place, NW Washington, DC 20008 PAGE 9 OF 16 PAGES Reuben Mark Chairman & Chief Executive Officer Director (USA) Colgate-Palmolive Company 300 Park Avenue New York, New York 10022-7499 Michael T. Masin Vice Chairman, President International & Director Director (USA) GTE Corporation One Stamford Forum Stamford, Connecticut 06904 Dudley C. Mecum Managing Director Director (USA) Capricorn Management 30 East Elm Street Greenwich, Connecticut 06830 Richard D. Parsons President Director (USA) Time Warner, Inc. 75 Rockefeller Plaza, 29th Floor New York, New York 10019 Andrall E. Pearson Chairman & Chief Executive Officer Director (USA) Tricon Global Restaurants, Inc. 660 Steamboat Road Greenwich, Connecticut 06830 John S. Reed Chairman & Co-Chief Executive Officer Director & Executive Citigroup Inc. Officer (USA) 399 Park Avenue New York, New York 10043 Robert B. Shapiro Chairman & Chief Executive Officer Director (USA) Monsanto Company 800 North Lindbergh Blvd. Mail Zone D1S St. Louis, Missouri 63167 Franklin A. Thomas Lawyer/Consultant & Former President, Director (USA) The Ford Foundation 595 Madison Avenue, 33rd Floor New York, New York 10022 PAGE 10 OF 16 PAGES Sanford I. Weill Chairman & Co-Chief Executive Officer Director & Executive Citigroup Inc. Officer (USA) 399 Park Avenue New York, New York 10043 Edgar S. Woolard, Jr. Former Chairman & Chief Executive Officer Director (USA) E.I. du Pont de Nemours & Company 1007 Market Street Wilmington, Delaware 19898 Arthur Zankel General Partner Director (USA) First Manhattan Company 437 Madison Avenue New York, New York 10022 The Honorable Gerald R. Ford Former President of the United States Honorary Director (USA) Post Office Box 927 Rancho Mirage, California 92270 William I. Campbell Co-Chief Executive Officer of Citigroup's Executive Officer Global Consumer Business (USA and Canada) 1 Court Square Long Island City, New York 11120 Michael A. Carpenter Head of Affluent Market Section of Citigroup's Executive Officer (USA) Global Consumer Business 153 East 53rd Street New York, New York 10043 Paul J. Collins Vice Chairman Executive Officer (USA) Citigroup Inc. 399 Park Avenue New York, New York 10043 James Dimon President Executive Officer Citigroup Inc. 388 Greenwich Street New York, New York 10013 Thomas W. Jones Chief Executive Officer Director & Executive of SSBC Asset Management Officer (USA) 388 Greenwich Street New York, New York 10013 PAGE 11 OF 16 PAGES Robert I. Lipp Co-Chief Executive Officer of Citigroup's Global Executive Officer (USA) Consumer Business & Chairman of Travelers Property Casualty Corp. 153 East 53rd Street New York, New York 10043 Deryck C. Maughan Chairman & Co-Chief Executive Officer Director (Great Britain) Salomon Smith Barney Holdings Inc. 388 Greenwich Street New York, New York 10013 Victor J. Menezes President Executive Officer (India) Citibank, N.A. 399 Park Avenue New York, New York 10043 Heidi G. Miller Chief Financial Officer Executive Officer (USA) Citigroup Inc. 399 Park Avenue New York, New York 10043 Charles O. Prince, III Co-General Counsel & Corporate Secretary Executive Officer (USA) Citigroup Inc. 399 Park Avenue New York, New York 10043 John J. Roche Co-General Counsel Executive Officer (USA) Citigroup Inc. 399 Park Avenue New York, New York 10043 Mary Alice Taylor Corporate Executive Vice President Executive Officer (USA) Citicorp & Citibank, N.A. 1 Court Square Long Island City, New York 11120 PAGE 12 OF 16 PAGES ANNEX B EXECUTIVE OFFICERS AND DIRECTORS OF ----------------------------------- SALOMON BROTHERS HOLDING COMPANY INC ------------------------------------ NAME, TITLE AND CITIZENSHIP PRINCIPAL OCCUPATION AND BUSINESS ADDRESS - --------------------------- ----------------------------------------- James Dimon President Director, Chairman of the Citigroup Inc. Board and Co-Chief 388 Greenwich Street Executive Officer (USA) New York, New York 10013 Deryck C. Maughan Chairman & Co-Chief Executive Officer Director, Chairman of the Salomon Smith Barney Holdings Inc. Board and Co-Chief 388 Greenwich Street Executive Officer New York, New York 10013 (Great Britain) Steven D. Black Vice Chairman & Chief Operating Officer Vice Chairman (USA) Salomon Smith Barney Inc. 388 Greenwich Street New York, New York 10013 James S. Boshart, III Director & Vice Chairman Vice Chairman (USA) Salomon Smith Barney Holdings Inc. 388 Greenwich Street New York, New York 10013 Thomas G. Maheras Director & Vice Chairman Vice Chairman (USA) Salomon Smith Barney Holdings Inc. 388 Greenwich Street New York, New York 10013 Eduardo G. Mestre Director & Vice Chairman Vice Chairman (USA) Salomon Smith Barney Holdings Inc. 388 Greenwich Street New York, New York 10013 Jay P. Mandelbaum Director & Senior Executive Vice President Executive Vice President Salomon Smith Barney Holdings Inc. (USA) 388 Greenwich Street New York, New York 10013 PAGE 13 OF 16 PAGES Charles W. Scharf Senior Executive Vice President & Chief Financial Chief Financial Officer Officer (USA) Salomon Smith Barney Holdings Inc. 388 Greenwich Street New York, New York 10013 Robert Druskin Senior Executive Vice President & Chief Chief Administrative Officer Administrative Officer (USA) Salomon Smith Barney Holdings Inc. 388 Greenwich Street New York, New York 10013 Michael J. Day Executive Vice President & Controller Controller (USA) Salomon Smith Barney Holdings Inc. 388 Greenwich Street New York, New York 10013 Mark I. Kleinman Executive Vice President & Treasurer Treasurer (USA) Salomon Smith Barney Holdings Inc. 388 Greenwich Street New York, New York 10013 Robert H. Mundheim Senior Executive Vice President, General Counsel & General Counsel and Secretary Secretary (USA) Salomon Smith Barney Holdings Inc. 388 Greenwich Street New York, New York 10013 PAGE 14 OF 16 PAGES ANNEX C Set forth below are the purchases and sales of Common Stock by subsidiaries of SBHC and other subsidiaries of Citigroup from August 7, 1998 through October 8, 1998. Purchases and sales made as part of a risk arbitrage strategy are indicated by an asterisk (*). Number of Number of Price Per Share Trade Date Shares Purchased Shares Sold (in US$) ----------------------------------------------------------------- 8/18/98* 25,000 24.00 9/9/98 33,500 17.375 9/30/98 800 19.750 10/1/98 100 19.50 10/1/98 100 19.25 10/1/98 100 19.25 10/1/98 100 19.25 10/1/98 100 19.00 10/1/98 100 19.00 10/1/98 100 19.00 10/1/98 100 19.00 Subsidiaries of SBHC and other subsidiaries of Citigroup did not make any purchases or sales of Convertible Securities from August 7, 1998 through October 8, 1998. PAGE 15 OF 16 PAGES ANNEX D AGREEMENT AS TO JOINT FILING OF SCHEDULE 13D -------------------------------------------- Each of the undersigned hereby affirms that it is individually eligible to use Schedule 13D, and agrees that this Schedule 13D is filed on its behalf. Date: October 26, 1998 CITIGROUP INC. By: /s/ Stephanie B. Mudick -------------------------------- Name: Stephanie B. Mudick Title: Assistant Secretary SALOMON BROTHERS HOLDING COMPANY INC By: /s/ Stephanie B. Mudick -------------------------------- Name: Stephanie B. Mudick Title: Assistant Secretary PAGE 16 OF 16 PAGES -----END PRIVACY-ENHANCED MESSAGE-----